Good day, and welcome to the NCR Corporation Third Quarter Fiscal Year 2022 Earnings Conference Call. Today's conference is being recorded. At this time, I would like to turn the conference over to Mr. Michael Nelson, Treasurer and Head of Investor Relations. Please go ahead, sir.

Good afternoon, and thank you for joining our third quarter 2022 earnings call. Joining me on the call today are Mike Hayford; CEO, Owen Sullivan, President and COO; and Tim Oliver, CFO. Before we get started, let me remind you that our presentation and discussions will include forward-looking statements. These statements reflect our current expectations and beliefs, but they're subject to risks and uncertainties that could cause actual results to differ materially from those expectations. These risks and uncertainties are described in our earnings release and our periodic filings with the SEC, including our annual report. On today's call, we'll also be discussing certain non-GAAP financial measures. These non-GAAP measures are described and reconciled to their GAAP counterparts in the presentation materials, the press release dated October 25, 2022, and on the Investor Relations page of our website. A replay of this call will be available later today on our website, ncr.com. With that, I would now like to turn the call over to Mike.

Thanks, Michael, and thank you, everyone, for joining us today for our third quarter 2022 earnings call. I will begin with some of my views on the business and I will also provide an update on our previously announced intention to separate NCR into two public companies. Tim will review our financial performance and then Owen, Tim and I will take your questions. Let's begin on slide four with highlights. In the third quarter, NCR delivered strong performance that included solid top line revenue growth and significant margin expansion. The NCR team executed very well in a difficult macro environment. Additionally, NCR made significant progress against our strategic initiatives with strong execution across all of our KPIs. We continue to build positive momentum in the business as we made progress on our strategy to NCR becoming a software-led as-a-service company with higher recurring revenue streams. First, we delivered 8% year-over-year total revenue growth on a constant currency basis and 7% recurring revenue growth also on a constant currency basis in the third quarter. Second, adjusted EBITDA increased 15% on a constant currency basis from the third quarter of 2021. And finally, adjusted EBITDA margin expanded to 19.3%, which represents a 230 basis point increase from the second quarter of 2022. Now moving to the business update on slide five. We had strong momentum across our strategic growth platforms, which support our company's transformation. In retail, we continue to deliver on our strategy to be the retail platform company of choice. During the third quarter, we expanded our partnership with a large convenience and fuel retailer chain of over 950 convenience stores and gas stations. They extended their use of the NCR commerce platform and converted to a software subscription adding 5,000 platform lanes. This allowed them to unify the online ordering capabilities with in-store made-to-order food capabilities via the NCR Commerce platform. In self-checkout, RBR named NCR the global market leader for self-checkout for the 19th consecutive year. In the third quarter, we continued to see our customers refresh and extend self-checkout usage to help them mitigate costs. In hospitality, we continue to experience strong demand across our enterprise and SMB customers. In SMB, our payment attach rate for new customers remains 90% and is driving a record high number of payment booking sites. We also expanded our relationship with Buffalo Wild Wings, which added NCR's tablet offering along with subscription software to the restaurants to help improve guest and team member experience that will enable them to serve more tables, increase speed of service and improve order accuracy. In Digital Banking, we continue to have positive momentum. In the third quarter, Digital Banking had 20 renewals, five new logo deals and continued the expansion of our online digital account opening platform. Terafina, which we acquired in 2021 to extend our account opening capabilities, experienced the largest quarter in its history. In the third quarter, we also converted two large regional banks, Wintrust Bank of Chicago area and Wisconsin-based Associated Bank to our digital banking platform. These two conversions added almost 1 million new digital banking accounts. We also had success with our digital-first retail banking solution, where we integrate a financial institution's retail channels using our CSP or Channel Services Platform. During the third quarter, Citibank selected NCR's CSP teller solution to replace their legacy branch teller software. NCR has now two of the top five banks in the U.S. on our CSP teller platform. In Payments and Network, we are making progress across both merchant acquiring and the Allpoint Network. We are continuing to have success with our integrated payments offering for our hospitality customers, including 90% of our new SMB clients selecting NCR's payment solution. The Allpoint Network continued its strong growth by delivering everyday banking transactions, including cash deposits at the financial kiosk, to more financial institutions and cardholders than ever before. In the third quarter, Allpoint extended its partnership with a top 10 retail bank, enabling that bank to offer fee-free access to cash and cash deposits. In self-service banking, we continued momentum in our ATM-as-a-Service solution. Interest in our offering is accelerating from both community banks and large financial institutions globally. In the third quarter, we signed 18 ATM-as-a-Service deals. The ability of NCR to provide the scale and capability to provide a full stack integrated ATM-as-a-Service offering when bundled with the Allpoint Network has given us a unique solution in the marketplace. And lastly, we will give you more details today on our plans to separate NCR into two public companies. First, I'm going to have Tim cover our financial results, and then Tim and I will provide an update on those separation activities. Tim?

Thank you, Mike, and happy birthday. Our third quarter results represent strong performance in the face of continued macroeconomic impacts of persistently high inflation, rapidly increasing interest rates and a historically strong U.S. dollar. Our global team is weathering this economic and geopolitical chaos by focusing on the things we can control. Our team's ability to simultaneously deliver solid financial results and make strategic progress is commendable and the sustained commitment to our customers and to each other is laudable. So let's begin on slide six with a top level overview of our third quarter financial performance. Starting in the top left, revenue was $1.97 billion, up $71 million. Revenue was up 8% from the prior year, and recurring revenue was up 7% when adjusted for constant currency. The very strong U.S. dollar had an unfavorable impact of $78 million primarily within our retail and self-service banking segments. In the top right, adjusted EBITDA increased $28 million year-over-year to $380 million or 15% on a constant currency basis. Foreign currency exchange rates had an unfavorable impact of $22 million. Adjusted EBITDA margin expanded 80 basis points from the third quarter of 2021 to 19.3%. While EBITDA margin sequential comparisons are not always illustrative, the outlook we provided back in April after a very challenging first quarter described a recovery with sequential EBITDA improvements of $50 million to $70 million for each of the remaining three quarters of the year. On a currency-adjusted basis, our financial performance in the last two quarters achieved the high end of that range. The pricing and cost actions that we described in April are delivering the accretion to profitability that we targeted and needed. In the bottom left, reported non-GAAP EPS was $0.80, up $0.11 or 16% year-over-year. The strength of the U.S. dollar reduced EPS by about $0.12. Adjusting for that, EPS was up 40% year-over-year. The non-GAAP tax rate was 31% versus 29% in the prior year, and we expect the full year tax rate to be within the range of 27% to 29%. And finally, free cash flow was a modest use of $28 million. Free cash flow continues to be impacted by two issues. First, supply chain challenges, though now starting to abate, are still causing both nonlinear revenue generation and an investment in working capital. And second, the impact of our labor cost reductions and employee benefit and incentive programs impact the P&L before they are evident in cash flow. Both of these effects are timing issues that we should be able to harvest over the next couple of quarters. I'll provide more detail on cash flow on slide 12. Moving to slide seven, which shows our retail segment results. Starting on the top left, retail revenue was up $34 million or 6% year-over-year as reported and up 12% on a constant currency basis. Retail adjusted EBITDA was up 23% year-over-year and up 35% on a constant currency basis. Component cost inflation, particularly on POS devices, was successfully mitigated by cost reduction actions, better pricing and a better product mix during the quarter. Adjusted EBITDA margin rate expanded 380 basis points sequentially and 310 basis points year-over-year to 22%. The bottom of the slide shows retail segment key performance indicators. On the left, our platform lanes, a KPI that illustrates the success of our strategy to convert our retail customers to our platform-based subscription model. We increased our number of platform lanes by more than 200% compared to the same period a year ago. The platform lane increase is driven by three rollouts at major convenience and fuel customers. We see accelerating momentum for the conversion of our traditional lanes to platform lanes and have a substantial lane conversion backlog. In the center bottom is our self-checkout revenue. Self-checkout revenue increased 16% year-over-year. Remember that the soft growth pattern and overall growth trend in self-checkout is caused by the timing of large orders by major retailers. Labor shortages and wage pressures continue to accelerate the need for self-checkout. ARR growth was driven by higher platform revenues, partially offset by the impact of currency translation. Slide eight shows our Hospitality segment results and depicts momentum across this business. Hospitality revenue increased $14 million or 6% year-over-year and 8% adjusting for currency, as restaurants reopen, rework and expand. Our Enterprise business was up 5% driven by new store openings and technology refreshes and our SMB business was up 11%, driven by the success of our relaunched Aloha cloud platform. Third quarter adjusted EBITDA was up 16% year-over-year, and adjusted EBITDA margin rate was 21%. A richer revenue mix with more payments and platform sales and improving indirect cost absorption drove profitability improvements. Hospitality's key metrics on the bottom of this slide include platform sites, payment sites and ARR. Platform sites increased 32%, payment sites increased 111% and ARR was up 8% year-over-year, another very strong quarter for hospitality. Turning to slide nine, which shows our Digital Banking segment. Digital Banking revenue increased $9 million or 7%, driven by increasing user counts, a CSP win at Citibank and continued success at Terafina, which continues to grow at almost a 50% rate. EBITDA increased 15% year-over-year with an adjusted EBITDA margin rate increasing to 44%. Digital Banking's key metrics on the bottom of this slide include registered users, active users and annual recurring revenue. Both registered and active users have recovered to levels similar to those we posted about a year ago. As we mentioned last quarter, two long anticipated customer consolidation de-conversions rolled off more quickly than two of last year's major wins at Wintrust and Associated Bank rolled on. For the year, we expect active users to be up in high single digits and ARR was up 3% year-over-year. Move to slide 10. This is our Payments and Network segment. Starting at the top left, Payments and Network revenue increased $32 million or 11% year-over-year and 14% when adjusted for FX rates. More endpoints generating more and higher-value transactions is driving this growth. Payments and Network adjusted EBITDA increased 3% year-over-year and 7% when adjusting for FX. Beneficial revenue mix and cost leverage were offset by a significant increase in our cost to rent cash for ATM fleet, which is directly tied to interest rates. The cost of cash rental that goes through EBITDA is in cost of goods. Adjusted EBITDA margin rate was 34%, down from the prior year due to those higher cash rental costs. The bottom of the slide shows the Payments and Network key metrics. On the bottom left, endpoints increased 25% year-over-year. These access points to the Allpoint Network and the merchant acquiring terminals are increasing as we migrate them to the new NCR installed base. In the center bottom our transactions, a KPI that illustrates the payments process across the Allpoint Network and our merchant acquiring networks. Transactions were up 2% year-over-year. And annual recurring revenue in this business increased 11% from the third quarter of 2021. Slide 11 shows our Self-Service Banking segment results. Self-Service Banking revenue was flat year-over-year as reported and up 6% on a constant currency basis. Adjusted EBITDA declined 3% year-over-year and was up 1% on a constant currency basis. Adjusted EBITDA margin rate was 23%. The bottom of the slide shows our Self-Service Banking segment key metrics. On the left, our software and services revenue mix was flat compared to last year at 69% due to higher ATM hardware sales in this quarter. ATM-as-a-Service units increased 185% year-over-year to almost 12,500 units. We experienced significant growth in India with 7,800 units added and incremental growth in the U.S. We have a strong backlog of ATM-as-a-Service deals and now expect to end the year with over 15,000 machines under contract. This shift to recurring revenue continues to gain traction with ARR up 4% year-over-year. On slide 12, we present free cash flow, net debt and adjusted EBITDA metrics to facilitate leverage calculations. As I previously stated, free cash flow was a use of $28 million in the quarter. For all the reasons I discussed upfront, working capital has been a challenge. Days sales outstanding has increased 11 days versus the beginning of the year. Inventory days has increased another four days and the net impact of nearly seven days to the cash cycle has caused a timing impact of more than $150 million through the first three quarters of this year. We also reduced payables in Q3 by nearly $80 million. In order to ensure improvement, I'm standing back up our cash control tower initiative that we used in 2020 to harvest most of this cash in Q4. The combination of working capital improvements, higher profitability and the lapse of the timing issue and compensation and benefits, we now anticipate $400 million of cash generation in the next two quarters with more than half of that occurring in Q4. To say it differently, working capital improvements will drive Q4 free cash flow, while compensation and benefits timing issues should resolve in Q1 of next year and provide a strong start to full year free cash flow in 2023. This slide also shows our net debt to adjusted EBITDA metric with a leverage ratio of 3.9, down slightly from the prior quarter due to higher profitability. We remain well within our debt covenants. And finally, before I hand it back to Mike, some thoughts on guidance for Q4. We provided guided ranges back in April as follows, approximately $8 billion of revenue, $1.4 billion to $1.5 billion of adjusted EBITDA and $2.70 to $3.20 of EPS. Since that guidance was provided, the anticipated impact of all of the exogenous shocks, including war, component cost, freight, fuel, other inflation, interest rates and now currency has more than doubled from our April estimate of $150 million. That said, adjusting for relief from the currency impact that could not have been anticipated at the time, we believe that our adjusted results still fall well within those ranges. More specific to Q4, we expect to deliver a fourth quarter that is very similar to Q3 from both a revenue and profit perspective accompanied by significant improvement in free cash flow. Thank you. And Mike, back to you.

Thanks, Tim. As I referenced earlier, starting on slide 13, Tim and I will provide an update on our separation activities that we previously announced a month ago. Let me provide an update on our thoughts on separating NCR into two public companies, starting on slide 13. On slide 13, you can see the current five reporting segments at NCR. Going forward, as we separate out our ATM business into a separate stand-alone company, we have worked with our advisers and Board on a plan taking into consideration a number of factors that you can see on this slide. As we work through the alternatives for how to affect the separation, we believe the best path forward would be a tax-free spin-off of the ATM business into a separate public company via distribution of ATM SpinCo shares to existing NCR shareholders. Remember, the timing is expected to be at the end of 2023. By that time, we would expect to have generated cash flow over the next four to five quarters to reduce leverage, we also believe that we could execute our spend in a manner which could also provide deleveraging if the debt markets were still difficult at that time. Going to slide 14. This illustrates the separation of NCR's existing Self-Service Banking business segment and Payments and Network segment to form a new entity via distribution of shares to existing shareholders. Tim will cover more details in his section, but let me share a few thoughts on the steps we have taken to prepare us for this action. NCR has made significant strides over the past five years to transform our company into a customer-first software-led as-a-service company. The actions we have taken to align our organization around customers and markets will help us move into two organizations. NCR RemainCo will include our retail, hospitality, digital banking and merchant services businesses. RemainCo is transforming to a software-led growth company. These businesses operate in markets where we expect to see continued spending on technology to run the store, run the restaurant and deliver digital-first banking solutions. We believe NCR's RemainCo will continue to be a strong competitor for those upgrade imperatives. ATM SpinCo, which is our ATM business, includes the majority of our Payments and Network business aside from the Merchant Services and all of Self-Service Banking. SpinCo is expected to be a stable recurring revenue business with solid cash flow generation that can allow us to deliver cash back to shareholders through a dividend payment. In terms of leadership at each company, we have a deep bench of experienced leaders at NCR. We are working through the organizational structures. However, we intend to look internally for the management teams that will lead each company. We believe that this approach is the best path to unlock shareholder value but should alternative options become available in the future that could deliver superior value, such as a whole or partial company sale of NCR, the board remains open to considering alternative scenarios. Now I'll pass it back to Tim to review the financial projections and capital structures of each of these companies.

All right. So picking up on slide 15. Here, we show the size and scale of each of the two resulting businesses on a last 12-month basis and then an allocation of our five year strategic growth rates that we described on our Investor Day presentation back in December of '21. This chart is a good jumping off point for modeling the two independent businesses. The top of the page recast the results from the last 12 months into NCR RemainCo and ATM SpinCo. These two businesses have similar revenue basis with higher margin rates and less capital intensity at ATM SpinCo and lower margin rates and more capital intensity at NCR RemainCo. On the bottom of the page, we describe the expected contribution of each of these two businesses to the future performance using our five year growth targets. NCR RemainCo is expected to grow at or slightly above the high end of the six to nine percent range, while ATM SpinCo will be at or slightly below the low end of this range. These longer-term growth rates will not be linear as the ramp of as-a-service revenue in both of these businesses could outpace our current expectations. We expect both businesses to grow EBITDA more quickly than revenue. And by default then, we expect margin rates for both to accrete up. NCR RemainCo starts with lower margins than the average and should be able to generate more substantial improvements to margin. At ATM SpinCo, they already have high margins and are expected to post more modest expansion. And finally, we expect lower cash conversion at NCR RemainCo as we invest for higher growth, while cash conversion at ATM SpinCo should be strong and predictable. And turning to slide 16. Here, we remind you of NCR's current capital structure and then qualitatively rework it so that the debt stack can be more appropriate to the capital structures for each of NCR RemainCo and ATM SpinCo at the time of separation. All of this analysis assumes that interest rates will be similar to those predicted by the forward curve, but that markets will be more receptive to financing when we execute the transaction. First, at RemainCo. We intend to retain more than two thirds of our existing unsecured debt by keeping leverage lower at RemainCo. We would then fill out the rest of the debt stack by amending our existing secured debt. This minimizes debt breakage cost, reduces issuance costs and allows us to continue to work with our terrific and current banking group. At RemainCo, we are targeting a net debt leverage ratio of between three and 3.4 times based on the first full year post spin pro forma numbers. Lower leverage will allow this business to continue to invest more aggressively in strategic growth. And then at ATM SpinCo, we expect a larger proportion of the debt to be new secured bank debt then augmented by a not less than seven year senior note at the time of the spin to conform with tax requirements in a spin transaction. The U.S. pension plan will also likely go with SpinCo and may require partial funding of our underfunded position. The full amount of the underfunded position is already considered in our modeling. At ATM SpinCo, we are targeting a net debt leverage ratio between 3.4 and 3.8 times based on the first full year post spin pro forma numbers. We expect this business to be less capital intensive, require less investment for growth and to be a dividend payer. And finally, on the bottom right in green, we anticipate generating $500 million to $800 million of free cash flow between now and the separation that can be deployed to reduce overall leverage going into the split. With that, Mike, back to you.

All right. Thanks, again, Tim. Moving to slide 17 with a looking-forward conclusion. In closing, our priorities for the rest of the year are very clear. First, in a macro environment, which we still believe is challenging, our team will continue to execute at a high level and build on the strong performance we delivered in the third quarter. Second, we have made significant progress transforming NCR to a software-led as-a-service company. Our strategic KPIs are trending in the right direction, and we will continue to build on positive momentum in the business. Maybe said differently, these first two bullets are stating that our team is winning, and we expect to continue to win in the marketplace. Third, we are focused on improving our cost structure. As Tim mentioned, we have identified efficiency cost actions to streamline our costs. Fourth, we expect to close out the year with a strong cash flow generation, as Tim referenced. And fifth, with the expected strong cash flow, we will continue to allocate capital to the highest return opportunities. We will balance the desire to delever with the opportunity to repurchase shares at attractive levels. As a reminder, we have a previously authorized share repurchase program that we can tap. And finally, we are focused on separating NCR into two public companies. We are working through the legal and organizational structures and expect to be in a position to execute the separation by the end of 2023. That concludes our prepared remarks for today. With that, we will open the call for questions. Operator, please open the line.

A couple of questions. First, just to close the loop on the guidance. You'd indicated on the July call that you were comfortable at the low end of the range, and we're obviously implying something for the full year around $1.375 billion, plus or minus, I haven't done the exact math yet. But Tim, I want to be certain. Are the two biggest deltas from July to now the cost of cash as it pertains to the Payments and Network business and the drop-through in incremental FX headwind from revenue to EBITDA, would those be the two biggest delta buckets, if you will?

Yeah. So on the interest side, we expected back then to have about $25 million of pressure across the year. It turned out to be closer to $80 million. So we've had $80 million of pressure on interest rates that go through the P&L, through EBITDA at the Payments business, much higher than we anticipated. That absorbed a lot of the range, if you will, the 1.4 to 1.5. On the currency side, currency has gotten an awful lot worse in the latter half of the year. We now think that the full year impact of currency will be $260-plus million on revenue and almost $70 million on EBITDA. And in fact, it's going to be $115 million on cash flow. So currency has become a big issue. We could not have anticipated it back then. I think if you project forward Q3 and duplicate it in Q4, and you give me a relief for the FX numbers I just described, we'll be safely in the middle of the range on EPS, on revenue and on EBITDA. So I think that guidance was reasonably well thought out. I think it was reasonably well executed against. We've taken out more cost than we thought we needed to, to scramble back and cover some of the escalation in interest expense that you described. Also inflation got a little bit worse. So yes, I hope that helps.

But Matt, let me clarify your statements. So the range we gave, $1.4 to $1.5. When we give ranges of outlook, it's always excluding FX. I think most companies do the same. So within that range of $1.4 to $1.5 excluding FX, we're clearly within that range for the full year.

Got it. And then just as a follow-up, those leverage projections for RemainCo and SpinCo, how is that treating the $500 million to $800 million of free cash flow you anticipate generating between now and when you affect that transaction?

Yeah, it presumes that about $400 million to $500 million of that gets applied to reduce indebtedness prior to execution of the deal.

And then would it be fair to assume to the extent you overachieve on the low end of that range, maybe closer to $700, $800, would you plan on using any overachievement for further debt paydown or share buyback at $20 a share?

So I think our shares are a very good value right now. And I would hope that once we start proving out that we can generate free cash flow in the next quarter that we can get to work and buy back some shares.

Got it. Thank you, guys.

And we'll go to our next question from Paul Chung with JPMorgan.

Hi. Thanks for taking my question. So just on the spin, what's been the feedback from your customers kind of across the segments? And then also internally, how are teams reacting to the uncertainty here? How are you keeping employees engaged and kind of retention levels high?

Yeah, let me start with the customer side. About a month ago, we made the announcement. I probably talked directly to two dozen C-level executives. I know Owen has done many as well. And I think without exception, the conversation has been very productive when you walk through what led us to this point in terms of our feeling that we're undervalued in the marketplace and that being a conglomerate of multiple businesses under one umbrella wasn't doing us any favors. As we've done that, I literally have done that across this country. I've done Europe as I met with clients in Europe. They all get it. They'll also look at our business and say, look, I'm a retail POS buyer or I buy hospitality or I buy banking services, I drive by ATMs. And I haven't had a single one with a single concern. On the employee side, it's business as usual: managing change, managing through not only difficult 2022 but also getting ready for a spin transaction at the end of '23. We do every other week calls with all of our employees around the globe. We just got on the road and did six in-person town halls, including Belgrade, Dundee, London, Atlanta, Dallas and got in front of people, and I'll tell you the same reaction with the customers when we sit down and have a conversation about what we're doing and why we're doing it. The feedback from our employees has been very positive. Our employees want to know what it means to them and what's going to happen over the next year, but they totally get it. And again, let's go back to customers. I haven't had anybody concerned whatsoever from a customer perspective.

I would agree with that. Like Mike, a lot of conversations. It's more curiosity once we explained that this is about our frustration of seeing value creation not being appreciated in the market, and it's not about the performance of the business or any other underlying issues. Customers are very quick to acknowledge that. They tell us that through conversations. We just had our latest NPS scores. They came up 10% year-over-year. So we continue to have really strong feedback from the market. And at the end of the day, if we're not distracting internally and creating issues with the customers, that's all they care about right now. To Mike's point, I think our people are very curious as to why we were doing this. We've talked extensively to them. I think there's more uncertainty from our employees about the general economy and the implications of that than there are about where we're going with our two companies. As we've talked in the past, the majority of our people are already aligned within the businesses that we're separating into. So if you're a developer or a support person in banking or in retail, that's where you're going to be post the spin. I think they're anxious more about the overall economic conditions, and we continue to talk to them about what we're going to do with the business and are alleviating some of those concerns quickly.

Got you. And then a follow-up on digital banking, you had a nice rebound here in registered and active users. You mentioned the Wintrust and other regional banks. Was this kind of a competitive win? Talk about differentiation, how the firm is winning deals? And then how do we think about user growth in the near term here?

With Wintrust Bank, which is Chicago-based, and Associated Bank, which is Wisconsin-based, both of those are very large regional banks. Collectively, they brought on almost 1 million accounts. We've talked about that over the last several months that we've signed them. It takes a little time to bring them on board. Those conversions are a shout-out to the team. Those conversions went flawless. When I say the team, I mean the joint effort between the NCR team, as well as the teams from those banks. So those accounts came on board throughout the third quarter. So you saw the accounts; the revenue will be coming on board fully in the fourth quarter. As we talked about double-digit top line growth, you'd expect to see the same with the account growth. So going forward, you should expect to see that really continue. We talked about that at our last Investor Day, where we said digital banking team has done a phenomenal job of becoming very competitive. Those were both competitive wins in that marketplace. We have taken more than our lion's share of victories out there, and we expect to continue to do so.

The only other comment I'll add on to that is our entire strategy in all the businesses, across all the industries, is land and expand. So the wins in digital banking and those customers are leading to really strong growth in our Terafina business. Mike commented in his opening comments about the performance of our Channel Services Platform. Those institutions we just talked about are embracing that and will add that to the portfolio of NCR offerings. So we're seeing great land and expand coming as a result of really strong conversions. The other comment I'd make is, as we talk to the digital banking team and we look out to the fourth quarter, we're looking at perhaps the largest order quarter we've had in the history of the firm. So we're really bullish. Those will take some time. Those will convert through the first half of next year, but the momentum in that business is really strong.

Great. That's great. Thank you.

And we'll move on to our next question from Kartik Mehta of Northcoast Research.

Hey, good afternoon. Mike, maybe thoughts on shared services or the service business and so retail and ATM. I'm not sure how much they're sharing and how you intend to deal with some of the shared services for those two businesses?

Yeah, Kartik, that's a great question. So as we look at where we stand today on work to go to get to the end of the job next year, on the go-to-market side that we've been working on literally for the last four years, it is really aligned vertically within our lines of business, whether it's retail, hospitality or banking. So most of that work is already done. We have remaining shared services, which include field service to do break-fix to do the service and support for hospitality, retail and for banking and then we've got some corporate functions. On the shared services itself, the teams have put in systems and automation and a lot of those get deployed out of centralized sites, and those centralized sites like Belgrade already focus on either retail or they focus on the banking business. In the field, we have resources that are dedicated to either, for example, fixing ATMs on a full-time basis as specialists or fixing self-checkout devices on a full-time basis as specialists. And then we have some generalists who are certified to do both. So our team has gone through and identified where we'd have to make separation, how we would then handle it, whether it's through services agreements from one group to the other or whether in most cases we have enough scale and mass in the geographic area just to have the generalists break into the specialty area. So we think we have a pretty good handle on that. We think we have a pretty good sense of what that means in terms of separating those out and where we'll have some dis-synergies, but we think those will be kept to a minimum.

And then, Tim, maybe just thoughts on dis-synergies, dollar dis-synergies that you think spinning out the two companies will create? Obviously, I think the slide you showed just showed EBITDA for both companies and separated by segment. I'm wondering maybe your thoughts on just dis-synergies?

Yeah. So we think it's going to be between $80 million and $100 million of incremental expense to stand up two independent companies. I think $30 million to $40 million of that is just direct public company costs and the rest would be duplication of other parts of the organization. Over the next year, probably the next six months, we're targeting some pretty significant cost actions inside the organization to more than offset that $80 million to $100 million. I think we'll have actions in place that are probably twofold that to help us cover that and be ready. So in the model that's described on here in the assumptions and the leverage calculations, we've presumed that we get that cost out and that we're able to cover that incremental expense.

Tim, you said that you anticipate taking out more than the $80 million to $100 million. So could you actually with better EBITDA than expected?

Yeah. I think there are two separate topics. One is getting ready to split, and in fact, as you described, there will be dis-synergies associated with that. As you know, we went through some cost and pricing actions during the course of 2022 that allowed us to scramble back to a decent performance for the full year. As we enter 2023, we expect another difficult year, and we're getting ready for that. Owen and his team have pulled together some cost actions both those associated with labor and others associated with component costs and with freight to help us be productive and generate productivity going into 2023. Those actions are north of $200 million and would more than offset the pressure associated with preparing for the spin. So net-net, we expect to cover that incremental cost with broader cost actions.

Thank you very much. I really appreciate it.

And we'll go to our next question from Ian Zaffino of Oppenheimer.

Thank you very much. Just one more question on leverage of the SpinCo and RemainCo, how exactly are you arriving at those leverage rates? Why is that the best? And then maybe on the RemainCo what's the opportunity for M&A, especially vis-à-vis the leverage that you're thinking about spinning it out with. So are you expecting more organic growth or M&A growth in that area? Just a little color there would be great. Thanks.

So on a leverage perspective, we think that the ATM SpinCo can tolerate more leverage, and we believe that it generates a very predictable cash flow stream. And so it's an obvious dividend payer, and it can carry a little more leverage because it's not as capital intensive. From a RemainCo perspective, we need to keep our leverage under our covenants or existing covenants for the two thirds of the long-term debt that we want to keep in place. That's about 3.7 times. We also want to leave ourselves room to continue to invest for growth in this segment. So we think the right leverage here is to be lower than at ATM SpinCo. They're both, as you can tell, wide ranges. We don't know exactly where we'll fall out in either of these two businesses. But that was the thought process.

On the M&A and inorganic growth opportunity for RemainCo, if you look at RemainCo, it's retail POS, it's hospitality POS and it's digital banking. We think all three of those areas are growth opportunities in the marketplace. We think the spending will continue, particularly on the POS side as people have an upgrade imperative. On the financial institution side, integrating channel strategies and our products are very well suited to do that. We have seen, on an inorganic basis over the last four years, we've been very successful. We just talked about Terafina, which is account-opening for Digital Banking, D3, which is a product that helped with Associated Bank and Wintrust, we've had great success in retail with acquisitions like Freshop, which does front-end online grocery ordering and integrates into grocery POS. So we've had a lot of success acquiring inorganic products to integrate with our platforms and then upsell cross-sell. We think going into '23, a lot of those companies that might be underscaled that have had some success building product, but haven't reached scale or profitability might be attractive opportunities for us. So we think RemainCo will have opportunities to grow organically as well as inorganically.

Okay. And maybe just a little bit of a follow-up there. Should the difference in the leverage ratios between the two companies be actually larger than that to mean RemainCo should take maybe less leverage and then SpinCo should take on more leverage?

We could turn it around that way. As we get closer to the date and look at the marketplace, we'll decide how much leverage to put on SpinCo. I don't think we would over-lever either company. We want both companies to have opportunities to succeed. The other thing to keep in mind is that RemainCo, as a higher-growth business, we would hope to establish equity currency to be able to go out and do deals that today we simply can't do. So getting that balance right — which company gets how much debt — we'll keep that in mind. The goals are for SpinCo to be stable, steady, cash generating and to return some of that cash to shareholders via dividend and for RemainCo to be able to participate in growth organically and inorganically.

Okay, perfect. Thank you very much.

And we'll go next to Erik Woodring with Morgan Stanley.

Hey, guys. Thanks for taking my question. Maybe, Mike, if I start with you, I guess, we're hearing some mixed commentary from our coverage in terms of the impact of macro uncertainty. Can you elaborate on what you're hearing from customers in terms of time to close deals, any downsizing or pushing out of deals? Is there any caution at all? And maybe if you could kind of detail that by end market or vertical if there is any difference that would be super helpful. And then I have a follow-up. Thanks.

Let me start, and then I'll have Owen add some color. So as we look at fourth quarter, we haven't seen that yet. If you look at our numbers from the end of the first quarter outlook for the full year, we're hitting those numbers. So we haven't seen a diminution in orders. Digital banking has been extremely strong. Our retail business remains strong. Our hospitality business has had a very strong year and continues to remain strong through the fourth quarter. So if you look at it through the end of 2022, we haven't seen that. Customers express concern about the macro trends, like everyone, but we just haven't seen red flags or items that would tell us customers are going to slow down ordering heading into '23 at this stage. I think we're cautious like everybody else about the future, but we just haven't seen that hit our order book yet. Owen, do you want to add?

I would say that from a backlog standpoint, there has not been material pushing out of projects or implementations. Certainly, there's a lot of chatter about what next year will bring. People have raised the flags. The counter to that is labor continues to be probably the most pressing issue that our customers are talking about. We sit in a pretty good spot with the technology that we can bring to the table for all three of our industry groups to address technology to offset labor, both labor cost and labor availability. I know as we have talked to the major retailers, self-checkout and the supporting systems, software, etc., is an investment that they're willing to make and we see that across the board. So as of right now, we're just not seeing delays or a pause in project activity, albeit they are anxious like most of us are as to what '23 will bring. That's why we're taking a pretty aggressive approach on the costs that Tim addressed. We're doing that in anticipation. If it turns out to be an overreaction, then we'll get the benefit of it. But right now, market and order activities are not waning.

Okay. That is really, really helpful. Thank you for that. I guess maybe, Tim, just to circle back to the 2022 guide. I just want to make sure when you're talking about assuming Q4 looks similar to Q3 from a revenue and margin perspective, was that referencing sequential change or on an absolute dollar and percentage basis? And then maybe just again, you mentioned the FX headwinds and the rental cost headwinds. What are the offsets that you're flowing through to arrive back at the guidance you provided today? Thanks.

Sure. So sequentially similar, meaning not growth rates but absolute values. When we post those, it will be about a 3% to 4% growth rate year-over-year on revenue and about a 12% to 13% growth rate on EBITDA. So I feel okay about that performance. On currency, looking at FX rates today, currency will impact revenue by approximately $262 million, impact EBITDA by about $67 million and impact free cash flow by almost $115 million. So when I talk about being in our ranges of $1.4 billion to $1.5 billion on EBITDA or approximately $8 billion on revenue, I think you can see with the relief I described, we're well within those ranges, trending toward the midpoint.

Perfectly clear. Thank you so much.

And we'll go next to Matthew Roswell at RBC.

Yes. Good evening. A quick question on the expectation for free cash flow to come back. Is that solely timing differentials? Or is there anything in there with either the macro environment getting better and/or you all doing some sort of cost reduction, etc.?

I think nothing special has to happen. It doesn't presume any change in the quality of our earnings. It doesn't rely on a remarkable increase in profitability. In fact, we've described profitability in the fourth quarter as very similar to the third. We've got $180 million of working capital use of cash this year. I had expected we'd hold working capital relatively flat. We had $157 million used in AR and nearly $75 million of using inventory. Those efforts to collect that cash tell me they can get that back. I expect to get at least $150 million of free cash flow out of working capital in the fourth quarter. We'll also generate other cash in the quarter; I think we'll be north of $200 million, is my best guess. That means there's still another couple of hundred million dollars of cash that should have been generated this year that will likely harvest in Q1 of next year. There is whether it be incentive compensation programs or the way we funded our 401(k) or some severance that gets paid as salary continuation. The P&L benefit of some of those things predates our ability to see it through cash flow. I expect a lift of $150 million to $200 million of cash flow in Q1 just from those effects.

Okay. Thank you very much.

And for our last question, we will go to a follow-up from Matt Summerville with D.A. Davidson.

Yes, thanks. Just two quick ones. R&D expense looked like it declined materially year-on-year and quarter-on-quarter to an adjusted $21 million. Am I looking at that correctly? Is that the right figure? And if so, from a run rate of 50, 60-ish, how does that happen?

I don't think that's correct. The total cash spend on R&D is relatively flat. What changed was the capitalization rate. More of that spend was capitalized this quarter as opposed to expensed. So the cash spend on R&D hasn't materially changed, but the split between R&D expense and capital expenditures moved toward capitalization in the quarter.

From an investment in software development and hardware development, which we do a lot of, we haven't changed that at all. So quarter-to-quarter it hasn't been a business action that reduced R&D. It may be a categorization of CapEx versus R&D expense.

Okay. Is that sustainable going forward?

I'd say that the capitalization rate was understated in the first half of this year. We also changed the profile of the projects that we prioritize to make sure that they were capitalizable, meaning that they had future period revenue associated with them. So I'd argue we're getting more bang for our buck out of CapEx and our cap rate should be reasonably close to the average of two and three.

Okay. And then as my final follow-up, product gross profit margin looked to be flat quarter-on-quarter. That surprises me a little. Can you talk about the puts and takes on the roughly 12% product gross margin? If you're getting more pricing, why isn't mix getting better? Your SCO volumes look good in retail. Help me understand what's going on with product gross margins?

I think you're seeing cost pressure on the direct side offsetting pricing. We've seen direct cost increases all year long that hurt gross margin, and we've tried to offset those through indirect cost reductions and pricing actions. Those indirect cost reductions don't flow through gross margin, they flow through operating margin. So we've been chasing indirect cost all year long to offset pressure on the direct side. Next year, I think you'll start to see supply chain relief and better direct cost management. We've already done a lot in indirect cost but we expect direct cost improvements to be a key story in 2023.

Got it. That's it from me. Thank you, guys.

And at this time, I would now like to turn the call back to Mike Hayford, CEO, for closing comments.

Thanks. The NCR team delivered an outstanding quarter this quarter. We had 8% revenue growth and 15% EBITDA growth, both on a constant currency basis. But more importantly, we continued our strategic transformation to a software-led as-a-service company, improving our strategic KPIs across all five business segments. Our success is driven by the efforts of every NCR team member to take care of our customers each and every day. I travel around the globe to Belgrade, Dundee, Prague, London, Dallas, Sabon, Tokyo, Sao Paulo, China, Mumbai and many others, including Atlanta, and I see what makes NCR special: it's our employees each and every day. I want to close with a thank you to all of our employees who make NCR work and delivered a wonderful quarter, and thank you all for joining us. We'll see you next time.

And that does conclude today's call. Thank you for your participation. You may now disconnect.